Cadrenal Therapeutics Announces up to $8.8 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Cadrenal Therapeutics (Nasdaq: CVKD) entered a definitive agreement for a private placement of 960,000 common shares (or pre-funded warrants) plus series C-1 and C-2 warrants for up to 1,920,000 additional shares, at a combined $3.125 per share, raising expected gross proceeds of $3 million.

Total potential gross proceeds, including full cash exercise of all warrants, are about $8.8 million. According to Cadrenal Therapeutics, net proceeds are expected to extend the cash runway into Q1 2027, and, with full warrant exercise, into the second half of 2027 to support partnering for tecarfarin in Kawasaki Disease and CAD-1005 in CSA-AKI and HIT.

Positive

• Private placement expected to raise $3 million in gross proceeds
• Additional warrant exercises could provide about $5.8 million in gross proceeds
• Cash runway anticipated to extend into Q1 2027 from this financing
• With full warrant exercise, cash runway may extend into 2H 2027

Negative

• Issuance of 960,000 shares plus up to 1,920,000 warrant shares implies dilution
• Additional $5.8 million depends on full cash exercise of warrants, which is uncertain
• Series C-1 warrant exercisability depends on future stockholder approval and registration effectiveness
• Gross proceeds subject to placement agent fees and offering expenses, reducing net cash received

News Market Reaction – CVKD

-5.09%

15 alerts

-5.09% Session close to close

+52.7% Peak Tracked

-17.4% Trough Tracked

$9.61M Market Cap

1.1x Rel. Volume

In the Jul 1 session, CVKD declined 5.09%, reflecting a notable negative market reaction. Argus tracked a peak move of +52.7% during that session. Argus tracked a trough of -17.4% from its starting point during tracking. Our momentum scanner triggered 15 alerts that day, indicating notable trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -5.1% in the session following this news. A negative reaction despite positive runwa...

Analysis

The stock moved -5.1% in the session following this news. A negative reaction despite positive runway extension fits patterns where financing headlines pressure CVKD. The at-the-market private placement and prior insider Net Selling could reinforce dilution concerns even as programs advance.

Key Figures

Total private placement size: $8.8 million Upfront gross proceeds: $3 million Potential warrant proceeds: $5.8 million +5 more

8 metrics

Total private placement size $8.8 million Aggregate gross proceeds if all warrants are fully exercised for cash

Upfront gross proceeds $3 million Expected aggregate gross proceeds from the private placement before fees

Potential warrant proceeds $5.8 million Additional gross proceeds if series C-1 and C-2 warrants fully exercised for cash

Shares in offering 960,000 shares Common stock (or pre-funded warrants) sold to a single institutional investor

Combined purchase price $3.125 per share Price per share (or pre-funded warrant) plus accompanying warrants

Warrant exercise price $3.00 per share Exercise price for both series C-1 and C-2 warrants

Cash runway extension Into Q1 2027 Net proceeds expected to extend cash runway into first quarter of 2027

Extended runway with warrant exercise Into H2 2027 If all warrants are exercised for cash, runway anticipated into second half of 2027

Historical Context

5 past events · Latest: Jun 24 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 24	Clinical data update	Positive	-2.6%	Phase 2 CAD-1005 HIT data selected for late-breaking ISTH oral presentation.
Jun 18	Regulatory strategy	Positive	+7.1%	Plan to seek FDA Rare Pediatric Disease Designation for tecarfarin in Kawasaki Disease.
Jun 15	Clinical trial planning	Positive	-10.0%	Phase 2a CSA-AKI trial plan for CAD-1005 to support pharma partnering.
Jun 03	Partnering showcase	Positive	-3.7%	Showcasing Phase 3-ready CAD-1005 and 12-LOX platform at BIO 2026.
May 19	Investor conference	Neutral	+2.8%	Participation in Lytham Partners Spring 2026 virtual investor conference.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent CVKD news often shows divergence, with several positive clinical/partnering updates followed by short‑term price declines.

Key Terms

private placement, at-the-market, warrants, section 4(a)(2), +2 more

6 terms

private placement financial

"at a combined purchase price of $3.125 per share ... in a private placement priced at-the-market"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

at-the-market financial

"in a private placement priced at-the-market under Nasdaq rules"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

warrants financial

"series C-1 warrants to purchase up to an aggregate of 960,000 shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

section 4(a)(2) regulatory

"offered in a private placement under Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

regulation d regulatory

"under Section 4(a)(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration rights agreement regulatory

"Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

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$3 million upfront with up to approximately $5.8 million of potential additional gross proceeds upon the exercise in full of warrants

Net proceeds anticipated to extend cash runway into first quarter of 2027; if warrants are exercised in full for cash, it is anticipated that the cash runway would extend into second half of 2027 to advance partnering opportunities for tecarfarin in Kawasaki Disease (potential rare pediatric disease designation) and CAD-1005 in CSA-AKI and HIT

PONTE VEDRA, Fla., June 30, 2026 (GLOBE NEWSWIRE) -- Cadrenal Therapeutics, Inc. (Nasdaq: CVKD) (the “Company”), a biopharmaceutical company advancing late-stage novel therapies for life-threatening immune and thrombotic conditions, today announced that it has entered into a definitive agreement with a single healthcare-focused institutional investor for the issuance and sale of 960,000 shares of its common stock (or pre-funded warrants in lieu thereof), series C-1 warrants to purchase up to an aggregate of 960,000 shares of common stock and series C-2 warrants to purchase up to an aggregate of 960,000 shares of common stock, at a combined purchase price of $3.125 per share (or pre-funded warrant in lieu thereof) and accompanying warrants in a private placement priced at-the-market under Nasdaq rules.  

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The series C-1 warrants will have an exercise price of $3.00 per share, will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of common stock issuable upon exercise of the series C-1 warrants (the “Stockholder Approval Date”) and will expire five years after the later of (i) the Stockholder Approval Date and (ii) the effective date of a resale registration statement registering for resale all of the shares of common stock underlying the series C-1 warrants. The series C-2 warrants will have an exercise price of $3.00 per share, will be exercisable immediately upon issuance, and will expire twenty-four months after the effective date of a resale registration statement registering for resale all of the shares of common stock and the shares of common stock underlying the series C-2 warrants.

The aggregate gross proceeds to the Company from the offering are expected to be $3 million, before deducting placement agent fees and other offering expenses. The potential additional gross proceeds to the Company from the series C-1 warrants and the series C-2 warrants, if fully exercised on a cash basis, will be approximately $5.8 million. No assurance can be given that any of the warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the warrants.   The offering is expected to close on or about July 1, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for working capital purposes.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants sold in the offering, have not been registered under the Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered securities to be issued in the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Cadrenal Therapeutics, Inc.

Cadrenal Therapeutics, Inc. is a late-stage biopharmaceutical company advancing novel therapies for life-threatening immune and thrombotic conditions. Its lead program, CAD-1005, is being investigated as a first-in-class 12-LOX inhibitor for heparin-induced thrombocytopenia (HIT), a deadly immune-mediated thrombotic disorder, and Cardiac Surgery-Associated Acute Kidney Injury (CSA-AKI). CAD-1005 has received Orphan Drug and Fast Track designations from the U.S. Food and Drug Administration and orphan drug status from the European Medicines Agency. Second-generation 12-LOX oral therapeutics are also in development for chronic indications.

The Company’s broader pipeline includes tecarfarin, a late-stage oral vitamin K antagonist designed to prevent heart attacks, strokes, and deaths from blood clots in patients requiring chronic anticoagulation, including those with end-stage kidney disease, those with left ventricular assist devices, and potentially, those with Kawasaki disease (KD), an acute self-limited febrile illness that primarily affects children <5 years old, and the leading cause of acquired heart disease in developed countries.

Safe Harbor

Any statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements.” The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements include, without limitation, statements regarding the closing of the offering, the satisfaction of customary closing conditions related to the offering, the expected gross proceeds from the offering, the Company seeking stockholder approval, receipt of stockholder approval, the filing of one or more registration statements with the SEC covering the resale of the unregistered securities to be issued in the offering, the intended use of net proceeds from the offering, the potential exercise of the warrants for cash prior to their expiration and the Company’s receipt of potential proceeds therefrom, net proceeds anticipated to extend the Company’s cash runway into first quarter of 2027; and the Company’s cash runway anticipated to be extended into second half of 2027 to advance partnering opportunities for tecarfarin in Kawasaki Disease (potential rare pediatric disease designation) and CAD-1005 in CSA-AKI and HIT.

Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the ability to close the offering, the ability of the Company to obtain stockholder approval, the ability of the Company to advance partnering opportunities for tecarfarin in Kawasaki Disease (potential rare pediatric disease designation) and CAD-1005 in CSA-AKI and HIT; the ability to raise sufficient capital to continue progress of its product candidates; the ability to derive the results needed for an NDA submission; and the other risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and the Company’s subsequent filings with the Securities and Exchange Commission, including subsequent periodic reports on Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any forward-looking statements contained in this press release speak only as of the date hereof and, except as required by federal securities laws, the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

For more information, visit https://www.cadrenal.com/ and connect with the Company on LinkedIn.

For more information, please contact:

Lytham Partners, LLC, Robert Blum, Managing Partner, 602-889-9700, CVKD@lythampartners.com

FAQ

What is included in Cadrenal Therapeutics (NASDAQ: CVKD) up to $8.8 million private placement announced July 1, 2026?

The private placement includes 960,000 common shares (or pre-funded warrants) plus series C-1 and C-2 warrants. According to Cadrenal Therapeutics, total potential gross proceeds are about $8.8 million, combining $3 million upfront and approximately $5.8 million from full warrant exercise.

How will the CVKD private placement financing affect Cadrenal Therapeutics’ cash runway?

According to Cadrenal Therapeutics, net proceeds from the $3 million private placement are anticipated to extend the company’s cash runway into the first quarter of 2027. If all warrants are exercised for cash, the cash runway is expected to extend into the second half of 2027.

What are the key terms of the Cadrenal Therapeutics (CVKD) series C-1 and C-2 warrants?

Both series C-1 and C-2 warrants have a $3.00 exercise price and cover up to 960,000 shares each. According to Cadrenal Therapeutics, C-2 warrants are immediately exercisable, while C-1 warrants require stockholder approval and registration effectiveness and have a five-year term from those dates.

How will Cadrenal Therapeutics use proceeds from the July 2026 CVKD private placement?

Cadrenal Therapeutics plans to use net proceeds from the private placement for working capital purposes. According to the company, this funding supports advancement of partnering opportunities for tecarfarin in Kawasaki Disease and CAD-1005 in CSA-AKI and HIT while extending the operating runway.

When is the closing date for the Cadrenal Therapeutics (NASDAQ: CVKD) July 2026 private placement?

The private placement is expected to close on or about July 1, 2026, subject to customary closing conditions. According to Cadrenal Therapeutics, H.C. Wainwright & Co. is acting as the exclusive placement agent for this at-the-market priced transaction under Nasdaq rules.

Are the securities in the Cadrenal Therapeutics CVKD private placement registered with the SEC?

The offered securities, including shares and warrant shares, are not registered under the Securities Act or state laws. According to Cadrenal Therapeutics, they are issued under Section 4(a)(2) and Regulation D, with plans to file registration statements for resale under a registration rights agreement.